**Exhibit 10.11****EMPLOYMENT AGREEMENT**     **EMPLOYMENT AGREEMENT**(this “Agreement”) dated as of January 1, 2008 between **LEONARD OSSER**(the“**Executive**”) and **MILESTONE SCIENTIFIC INC.**(the “**Company**”).     **WHEREAS**, the Company would like to employ the Executive as its Chairman; and     **WHEREAS**, the Company and the Executive desire to provide for the terms and conditions of thefuture employment of the Executive by the Company.     **NOW**, **THEREFORE**, in consideration of the premises and covenants herein contained, the partieshereto agree as follows:     **1. New Employment Term and Termination of Existing Employment Term, etc.**     (a) Subject to the terms and conditions hereof, the Company employs the Executive and theExecutive accepts such employment for the period commencing January 1, 2008 and ending December 31,2012 (the “**New Employment Term**”), unless the New Employment Term is terminated as provided inSection 6.     (b) The existing employment term (the “**Existing Employment Term**”), pursuant to an EmploymentAgreement dated as of December 20, 2003 between the Executive and the Company (the “**2003Agreement**”), is hereby terminated as of the close of business on December 31, 2007 and the 2003Agreement is hereby terminated as of such date (the “**Termination Date**”). Notwithstanding thetermination of the Existing Employment Term and the 2003 Agreement, the Executive shall be entitledto all compensatory and other benefits earned by him under the 2003 Agreement prior to theTermination Date at the expiration of the New Employment Term; provided, however,that if the Executive is a “specified employee” of the Company within the meaning of Section409A(a)(2)(B)(i) of the Internal Revenue Code (the “Code”) (or any successor provision), no paymentunder this Section 1(b) in connection with the Executive’s termination of employment (other than apayment of salary through the date of such termination, and payments on account of termination ofemployment by reason of death) shall be made until the date which is six (6) months after the dateof the termination of the employment of the Executive (or, if earlier, the date of death of theExecutive); provided further, if the Company determines based upon written advice of counsel thatany such payment if made during the calendar year that includes the termination date would not bedeductible in whole or in part by reason of Code § 162(m), such payment shall be made on January 2of the following calendar year (or such later date as may be required under the preceding provisoif the Executive is a “specified employee”).     **2. Duties and Responsibilities.**Until December 31, 2012, the Executive shall serve as theChairman of the Board of Directors and as an executive officer of the Company. The Executive shallassist the Company and the Chief Executive Officer of the Company in their (i) management andoversight of vendors in China and other key vendors, (ii) arranging for and consummating financingtransactions and (iii) conducting investor relations. The Executive shall also oversee ongoingpatent infringement cases in China. The Executive’s duties shall include necessary travel relatedto the foregoing. The Executive shall report to, and be subject to, the direction of the Company’sBoard of Directors with such duties and responsibilities as are commensurate with his title andposition. The Executive shall work on a part time basis and shall devote such time, energy andattention as is necessary to the business of the Company.     **3. Compensation.**In payment for services to be rendered by the Executive hereunder, theExecutive shall be entitled to annual Basic Compensation described below less any withholdingrequired by law.     (a) The Basic Compensation shall consist of $200,000 per annum, payable one-half in cash inaccordance with the Company’s usual executive compensation arrangements and payable one-half in theCompany’s common stock valued at a closing price of such stock on January 31st of eachyear with respect to the then current year. The shares shall be issued to the Executive followingthe end of the New Employment Term and in accordance with the requirements of Code §409. TheExecutive acknowledges that the shares issuable under this Section 3(a) will be taken by him forinvestment and not for distribution thereof and will not be sold or otherwise disposed of inviolation of the Securities Act of 1933 as amended and the rules and regulations promulgatedthereunder.     (b) If the Company terminates the Executive’s employment hereunder without Cause, other thandue to death or Disability, or if the Executive terminates his employment for “Good Reason” (bothas defined below), the Executive shall be paid in one lump sum payment as soon as practicablefollowing such termination: (1) an amount equal to the aggregate present value (as determined inaccordance with Section 280G(d)(4) of the Code) of all compensation and any other benefits pursuantto Section 3 hereof from the effective date of termination hereunder through the remainder of theNew Employment Term; provided, however, in the event the period from the date of Executive’stermination hereunder through the remainder of the New Employment Term is less than twelve (12)months, then the Executive shall receive a lump sum payment equal to the sum of the present value(as determined in accordance with Section 280G(d)(4) of the Code) of (i) the current annual salaryand the value of all other compensation and other
 

 
benefits payable to the Executive annualized fora twelve (12) month period, and (ii) an amount equal to any bonus that would havebeen paid for such period of less than twelve (12) months in accordance with the terms of anysuch bonus arrangement between the Executive and the Company. This payment shall be in addition toand shall not be offset or reduced by (i) any other amounts that have been earned or accrued orthat have otherwise become payable or will become payable to the Executive or his beneficiaries,but have not been paid by the Company at the time of termination including, without limitation,salary, bonuses, severance pay, consulting fees, disability benefits, termination benefits,retirement benefits, life and health insurance benefits or any other compensation or benefitpayment that is part of any previous, current or future contract, plan or agreement, and (ii) anyindemnification payments that may have accrued but not paid or that may thereafter become payableto the Executive pursuant to the provisions of the Company’s Charter, Bylaws or similar policies,plans or agreements relating to indemnification of directors and officers of the Company undercertain circumstances.     (c) If a Change of Control (as defined in Appendix A) occurs during the term of thisAgreement, and:     (1) the Executive’s employment is terminated involuntarily, or voluntarily by the Executivebased on (i) material changes in the nature or scope of the Executive’s duties or employment, (ii)a reduction in compensation of the Executive made without the Executive’s consent, or (iii) arelocation of the Company’s executive offices outside the New York City metropolitan area then theExecutive may, in his sole discretion, give written notice within thirty (30) days after the dateof termination of employment to the Secretary or Assistant Secretary of the Company that he isexercising his rights hereunder and requests payment of the amounts provided for under this Section3(c); or     (2) the Executive gives written notice of his termination of employment for any reasonconcurrently with the time a Change of Control occurs or any time within thirty (30) days after thedate the Change of Control becomes effective to the Secretary or Assistant Secretary of theCompany, he may exercise his rights hereunder and request payment of the amounts provided for underthis Section 3(c) (the notice provided pursuant to Subsection (c)(1) or Subsection (c)(2) isreferred to as the “Notice of Exercise”)and the Executive gives a Notice of Exercise to receive the payments provided for hereunder, theCompany shall pay to or for the benefit of the Executive, immediately upon the Company’s receipt ofthe Notice of Exercise, a single cash payment for damages suffered by the Executive by reason ofthe Change in Control in the same amount specified in paragraph (b), above. This payment shall bein addition to and shall not be offset or reduced by (i) any other amounts that have been earned oraccrued or that have otherwise become payable or will become payable to the Executive or hisbeneficiaries, but have not been paid by the Company at the time the Executive gives the Notice ofExercise     **4. Expenses.**During the New Employment Term, the Executive shall be entitled to receiveprompt reimbursement, but in no event later than 30 days after submission, for all reasonableexpenses incurred by him (in accordance with the policies and procedures established from time totime by the Board of Directors of the Company) in performing services hereunder, including, withoutlimitation, six business trips per year to China by business class air transport, provided thatsuch expenses are incurred and accounted for in accordance with the policies and proceduresestablished by the Company.     **5. Other Benefits**. The Executive shall be entitled to the following additional benefits:     (a) Such major medical, and family health coverage benefits and long-term disability groupplan coverage generally available to the Company’s officers. To the extent the Executivequalifies, the Executive may participate in, or benefit under, any employee benefit plan,arrangement or perquisite made available by the Company to its key executives.     (b) Ordinary and necessary business related expenses as shall be incurred by the Executive inthe course of the performance of his duties under this Agreement.     (c) A monthly car allowance in the amount of the monthly rental cost of a domestic luxurysedan or its equivalent plus expenses for business use.     **6. Termination.**During the New Employment Term, the Executive’s employment hereunder may beterminated under the following circumstances:     (a) The Company shall have the right to terminate the employment of the Executive under thisAgreement for disability in the event the Executive suffers an injury, or physical or mentalillness or incapacity of such character as to substantially disable him from performing his dutieshereunder for a period of more than one hundred eighty (180) consecutive days upon the Companygiving at least thirty (30) days written notice of termination; provided, however, that if theExecutive is eligible to receive disability payments pursuant to a disability insurance policy orpolicies paid for by the Company, the Executive shall assign such benefits to the Company for allperiods as to which he is receiving payment under this Agreement.     (b) This Agreement shall terminate upon the death of Executive.     (c) The Company may terminate this Agreement at any time for “Cause” because of (i) hisbecoming the subject of felony criminal charges in the United States or violating such rules andregulations of the Securities and Exchange Commission as may result in criminal action or materialfines against the Company. (ii) Executive’s material breach of any term of this Agreement or (iii)the willful engaging by the Executive in misconduct which is materially injurious to the Company,monetarily or otherwise;
 

 
provided, in the case or (ii) or (iii), however, that the Company shallnot terminate this Agreement pursuant to this Section 6(c) unlessthe Company shall first have delivered to the Executive a notice which specifically identifies suchbreach or misconduct, specifies reasonable corrective action and the Executive shall not have curedthe breach or corrected the misconduct within thirty (30) days after receipt of such notice.     (d) The Executive may terminate his employment for “Good Reason” on five days written noticeif:     (i) he is assigned, without his express written consent, any duties inconsistent with hispositions, duties, responsibilities, authority and status with the Company as of the date hereof,or a change in his reporting responsibilities or titles as in effect as of the date hereof, exceptin connection with the termination of his employment by him without Good Reason; or     (ii) his compensation is reduced; or     (iii) any purchaser or purchasers of substantially all of the business or assets of theCompany do not agree, at or prior to the closing of any such transaction, by agreement in form andsubstance satisfactory to the Executive to perform this Agreement in the same manner and to thesame extent that the Company would be required to perform if no sale was consummated.     **7. Nondisclosure; Noncompetition.**     (a) The Executive agrees not to use or disclose, either while in the Company’s employ or atany time thereafter, except with the prior written consent of the Board of Directors, any tradesecrets, proprietary information, or other information that the Company reasonably considersconfidential relating to processes, suppliers (including but not limited to a list or lists ofsuppliers), customers (including but not limited to a list or lists of customers), compositions,improvements, inventions, operations, processing, marketing, distributing, selling, cost andpricing data, or master files utilized by the Company, not presently generally known to the public,and which is, obtained or acquired by the Executive while in the employ of the Company.     (b) During his employment and for a period of two years thereafter, the Executive shall not,directly or indirectly; (i) in any manner, engage in any business which competes with any businessconducted by the Company (including any subsidiary) and will not directly or indirectly own,manage, operate, join, control or participate in the ownership, management, operation or controlof, or be employed by or connected in any manner with any corporation, firm or business that is soengaged (provided, however, that nothing herein shall prohibit the Executive from owning not morethan three percent (3%) of the outstanding stock of any publicly held corporation), (ii) persuadeor attempt to persuade any employee of the Company to leave the employ of the Company or to becomeemployed by any other entity, or (iii) persuade or attempt to persuade any current client or formerclient with leaving, or to reduce the amount of business it does or intends or anticipates doingwith the Company.     (c) During his employment with the Company, and for two years thereafter, the Executive shallnot take any action which might divert from the Company any opportunity learned about by him duringhis employment with the Company (including without limitation during the New Employment Term) whichwould be within the scope of any of the businesses then engaged in or planned to be engaged in bythe Company. The parties acknowledge that currently the Company’s business is the delivery ofanesthetics and other medicaments through computer controlled systems.     (d) In the event that this Agreement shall be terminated, then notwithstanding suchtermination, the obligations of the Executive pursuant to this Section 7 of this Agreement shallsurvive such termination.     **8. Successors; Binding Agreement.**     (a) The Company shall require any purchaser or purchasers of the Company or any purchaser orpurchasers of substantially all of the business or assets of the Company, by agreement in form andsubstance satisfactory to the Executive, to assume and agree to perform this Agreement in the samemanner and to the same extent that the Company would be required to perform it if no such purchasehad taken place. As used in this Agreement, “Company” shall mean the Company as hereinbeforedefined and any successor to its business or assets which executes and delivers the agreementprovided for in this Section 8(a) or which otherwise becomes bound by all the terms and provisionsof this Agreement by operation of law.     (b) This agreement shall inure to the benefit of and be enforceable by the Executive’spersonal or legal representatives, executors, administrators, successors, heirs, distributees,devisees and legatees. If the Executive should die while any amount would still be payablehereunder if the Executive had continued to live, all such amounts, unless otherwise providedherein, shall be paid in accordance with the terms of this Agreement to the Executive’s devisee,legatee or other designee or, if there be no such designee, to the Executive’s estate.     **9. Amendment; Waiver**. No provisions of this Agreement may be modified, supplemented, waivedor discharged unless such waiver, modification or discharge is agreed to in a writing signed by theExecutive and the Company. No waiver by either party hereto at any time of any breach by the otherparty hereto of, or in compliance with, any condition or provision of this Agreement to beperformed by such other party shall be deemed a waiver of similar or dissimilar provisions orconditions at the same or at any prior or subsequent time. No agreements or representations, oralor otherwise, express or implied, with respect to the subject matter hereof have been made byeither party which are not set forth expressly in this Agreement.
 

 
     **10. Applicable Law.**The validity, interpretation, construction and performance of thisAgreement shall be governed by the laws of the State of New Jersey without regard to its conflictof laws principles.     **11. Severability of Covenants**. In the event that any provision of this Agreement, includingany sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable inany respect by a court of competent jurisdiction, the remaining provisions shall not be affected,but shall remain in full force and effect and any invalid and enforceable provisions shall bedeemed, without further action on the part of the undersigned, modified, amended and limited solelyto the extent necessary to render the same valid and enforceable.     **12. Remedies.**     (a) In the event of a breach or threatened breach of any of the Executive’s covenants underSection 7, the Executive acknowledges that the Company will not have an adequate remedy at law.Accordingly, in the event of any such breach or threatened breach, the Company will be entitled tosuch equitable and injunctive relief as may be available to restrain the Executive from theviolation of the provisions thereof.     (b) Nothing herein shall be construed as prohibiting the Company, on the one hand, and theExecutive, on the other hand, from pursuing any remedies available at law or in equity for anybreach or threatened breach of the provisions of this Agreement by the other party, including therecovery of damages.     (c) If the Executive terminates his employment for a Good Reason (as defined above in Section6(d)) then the Executive will suffer damages which will be difficult to calculate. Consequently,the Executive shall be entitled by way of liquidated damages, and not as a penalty, to receive alump sum payment in an amount equal to the amount of the compensation payments that, but for histermination of employment, would have been payable to the Executive under Section 3(a) for theremainder of the New Employment Term. Such payment shall be made by the Company to the Executivewithin fifteen (15) days following his termination of employment. The Executive shall not berequired to mitigate the amount of any payment received pursuant to this paragraph nor shall theamount payable under this paragraph be reduced by any compensation earned by the Executive afterthe date of his termination of employment.     **13. Notices.**Any notice, request, instruction or other document to be given hereunder by anyparty to the other party shall be in writing and shall be deemed to have been duly given whendelivered personally or five (5) days after dispatch by registered or certified mail, postageprepaid, return receipt requested, to the party to whom the same is so given or made:   **If to the Company**     addressed to: Milestone Scientific Inc.  220 South Orange Avenue  Livingston Corporate Park  Livingston, New Jersey 07039   with a copy to: Morse, Zelnick, Rose & Lander, LLP  405 Park Avenue  New York, New York 10022  Attn: Stephen A. Zelnick, Esq.   **If to the Executive**   addressed to: Mr. Leonard Osser  211 East 70th Street  New York, NY 10021or to such other address as the one party shall specify to the other party in writing.**14. Entire Agreement**. This Agreement sets forth the entire agreement of the parties hereto inrespect of the subject matter contained herein and supersedes all prior agreements, promises,covenants, arrangements, communications, representations or warranties, whether oral or written, byany officer, employee or representative of any party hereto; and any prior agreement of the partieshereto in respect of the subject matter contained herein is hereby terminated and canceled.
 

 
**IN WITNESS WHEREOF**, the parties have executed this Agreement on the date and year first abovewritten.      **MILESTONE SCIENTIFIC INC.**